B3 S A Brasil Bolsa Balcão : Bylaws

COMPANY'S BYLAWS

CHAPTER I

NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION

Article 1. B3 S.A. - Brasil, Bolsa, Balcão ("Company") is a corporation governed by these Bylaws and by applicable law and regulations.

Paragraph 1. The shares of B3, have been listed to trade on the Stock Exchange special listing segment named Novo Mercado. Accordingly, the Company, the shareholders, the Directors and Officers and the Fiscal Council members (if the council is active) are bound by the Novo Mercado

Listing Rules ("Novo Mercado Listing Rules").

Paragraph 2. The Company and its directors, officers and shareholders shall observe the Issuer Registration and Securities Listing Rules adopted by the Company, including the rules that apply to trading halts, suspensions of trading and exclusion from trading declared in relation to securities admitted for trading on organized markets operated by B3.

Article 2. The Company has registered office and jurisdiction in the city of São Paulo, state of São Paulo. Upon a decision of the Joint Board of Officers, the Company may open and close branches, offices or other establishments and facilities anywhere in Brazil or abroad.

Article 3. The Company's corporate purpose is to conduct or hold shares in the capital of companies undertaking the following activities:

I - Operation of organized securities markets, charged with managing the organization, development and maintenance of free and open markets for the trading on cash or futures markets (including future settlement markets) of any and all types of marketable securities, including contracts based on or backed by financial assets, indices, rates, commodities, currencies, energy products, transport products, commodities and other assets or rights related or not related thereto;

II - Maintenance of environments and systems appropriate for trading, auctions and transactions involving securities, derivatives, rights and financial or non-financial assets typically traded on an exchange or organized over-the-counter market;

III - Provision of registration, clearing and (physical and financial) settlement services, through an internal facility or a company specifically organized for this purpose, which may or may not act as counterparty clearing house and provider of final settlement of outstanding obligations, pursuant to applicable legislation and its own rules, including, but not limited to:

(a) transactions carried out and/or registered in any of the environments or systems listed in items "I" and "II" above; or

(b) transactions carried out and/or registered with other exchanges, markets or trading systems,

IV - provision of services as register institution and central depository for financial assets, securities and any properties or assets and provider of custody of securities and other assets;

V - Provision of services of registration of liens and encumbrances on securities, notes, assets, whether financial or not, and other instruments of creation of guarantee, under applicable regulations.

VI - Provision of services related to the insurance, reinsurance, pension and savings bond market, including by licensing and operating information technology systems, under the applicable regulations;

VII - Creation of a database and performance of related activities, including data processing and data intelligence;

VIII - Provision of services related to processed data, involving subjects that concern the Company and players in the markets it directly or indirectly serves, including, but not limited to, standardization, classification, analyses, quotes, statistics, professional training, services involving research, publication, information, provision of information, including for compliance with the applicable laws and regulations, repository, as well as software and information technology systems and platforms development, licensing, operation and technical support;

IX - Provision of services associated with (i) transactions registered in the markets and systems operated by the Company and (ii) support to credit, financing and lease-purchase transactions or transactions registered in the systems operated by the Company or in other market and related segments, including by licensing and operating information technology and data processing systems, involving, among other things, the automotive vehicle segment and the real estate segment, the energy market, the agribusiness, and the insurance, reinsurance, pension, savings bond and trust markets, in accordance with the applicable regulations;

X - Provision of services linked to governmental and private bidding processes, as well as similar proceedings, through technical and operational support;

XI - Provision of technical, administrative, and managerial support for market development, including, but not limited to, customer analysis supporting services and money laundering prevention procedures;

XII - Performance of educational, promotional and publishing activities related to its corporate purpose and the markets operated by the Company;

XIII - Performance of other activities authorized by the Brazilian Securities and Exchange Commission or by the Central Bank of Brazil which, in the opinion of the Board of Directors of the Company, are of interest to participants in the markets operated by the Company and contribute to its development and soundness; and

XIV - Holding ownership Interest in other companies or entities based in Brazil or abroad, whether as a partner, shareholder or member, whether as a controlling shareholder or otherwise, which are mainly focused on the activities expressly mentioned in these By-laws or which, in the opinion of the Board of Directors of the Company, are of interest to participants in the markets operated by the Company and contribute to its development and soundness.

Sole paragraph. Within the scope of the powers and authority granted to the Company under the Securities Market Law (Law 6.385/1976, as amended) and applicable regulations, the Company is charged with:

(a) regulating the granting of permits for access to the trading, registration, depository and clearing and settlement systems operated by the Company or its subsidiaries ("Access Permits");

(b) setting rules of conduct as necessary for operating and for keeping high ethical trading standards in markets operated by the Company, in accordance with the applicable regulations;

(c) regulating the activities Access Permit that holders may perform on markets and systems operated by the Company;

(d) establishing, when applicable, mechanisms and rules designed to mitigate the risk that Access Permit holders would default on their obligations under transactions carried out and/or registered in any trading, registration and clearing and settlement systems or environments of the Company;

(e) monitoring, in accordance with its duties set forth in law, in the regulations or in the rules issued by the Company, the transactions carried out and/or registered in any trading, registration and clearance and settlement systems or environments of the Company, including any transactions subject to the regulatory authority of the Company;

(f) monitoring the activities of Access Permit holders performed (for their own account as principal or for the account of customers) any trading, registration or clearance and settlement systems or environments of the Company, including in connection with transactions subject to the regulatory authority of the Company; and

(g) imposing penalties to persons in breach of legal, regulatory and operating rules the Company is charged with monitoring.

Article 4. The Company has an undetermined term of duration.

CHAPTER II

CAPITAL STOCK, SHARES AND SHAREHOLDERS

Article 5. The capital stock of the Company amounts to R$12,548,655,563.88, representing 6,099,000,000 common registered shares, fully paid-in and with no par value. The Company shall not be permitted to issue preferred shares or participation certificates.

Article 6. The shares are issued by the Company in book-entry form and deposited with a

Brazilian Securities and Exchange Commission ("CVM") licensed financial institution which holds them in name of their holders.

Sole paragraph. The cost of the transfer and registration, as well as the cost of the service related to book-entry shares can be charged directly to the shareholder by the transfer agent, as may come to be defined in the book-entry share contract.

Article 7. Each common share entitles the holder to one vote in decisions taken in Annual or

Extraordinary Shareholders' Meetings, provided that no shareholder or Shareholder Group ("Shareholder Group", as defined under Article 71) shall be entitled to vote shares in excess of 7% of the total number of shares in which the capital stock is divided, subject to the provision of letter (d) of Paragraph 5 of Article 68.

Paragraph 1. For purposes of the voting cap established in the main provision, and without prejudice to the provision under paragraph 2 of this Article, where two or more shareholders agree a voting or other agreement for concerted exercise of voting rights, each of the signatory parties thereto shall be deemed to constitute, and vote, as a Shareholder Group, subject therefore to the voting cap established under the main provision of this Article.

Paragraph 2. The shareholders shall not be allowed to agree preconcerted voting arrangements

(whether or not under a shareholders' agreement filed with the Company) whereby the

resulting voting pool exceeds the individual voting cap set forth in the main provision of this Article.

Paragraph 3. In a shareholders' meeting, the chair shall be responsible for enforcing the provisions of this Article, and for declaring the number of votes each shareholder or Shareholder Group is entitled to cast when polled.

Paragraph 4. Any vote in excess of the voting cap established in this Article shall be disregarded.

Article 8. Pursuant to a decision of the Board of Directors, the Company is authorized to increase the shares of capital stock up to a limit of seven billion five hundred million (7,500,000,000) common shares, irrespective of amending these by-laws.

Paragraph 1. In the event contemplated under the main provision of this Article, the Board of Directors shall determine the issue price and number of shares in the issue, as well as the payment date and payment terms.

Paragraph 2. Provided it shall do so within the limit of the authorized capital, the Board of Directors may also: (i) decide on the issuance of warrants; (ii) pursuant to a plan approved at a

Shareholders' Meeting, grant stock options to management members and employees of the

Company or any subsidiary, and to natural persons providing services to any of the latter two, whereas limiting or suspending the preemptive rights of shareholders; (iii) increasing the capital by approving the capitalization of profits or reserves, whether or not by issuing bonus shares; and (iv) decide on the issuance of debentures convertible into shares.

Article 9. In the event a shareholder defaults on paying the issue price for shares it has subscribed, the debt will have to be paid as accruing default interest at a rate of 1% per month, plus adjustment for inflation calculated (in the shortest legally permissible time interval) pursuant to the General Market Price Index (IGP-M), and a 10% fine over the unpaid principal, without prejudice to other applicable legal remedies.

Article 10. Every shareholder or Shareholder Group is required to disclose by notice to the Company (which must include the information required under the regulations in force) any share purchases which, in the aggregate, result in ownership interest in excess of 5%, 10%, 15% and so on of the capital stock.

Paragraph 1. If the aforementioned share acquisitions are aimed to bring about, or do lead to, a change of control or a change in the Company's management structure, or otherwise trigger a tender offer requirement (per CHAPTER VIII and applicable law and regulations), the acquiring shareholder or Shareholder Group shall also be required to release and disclose such information to the market (including the information required under Article 12 of CVM Ruling No. 358/2002) by means of releasing announcements through the communication channels customarily used by the Company for its own publications.

Paragraph 2. The obligations provided for in this Article shall likewise apply to holders of securities convertible into shares, warrants and purchase options convertible, exercisable or exchangeable for shares representing the same levels of ownership interest as set forth above.

Paragraph 3. The shareholders or Shareholder Groups shall also be required to disclose (per the main provision of this Article) any share sale or divestment by which their holdings in shares and other Company securities set forth above are reduced by 5% of the total number shares of stock.

Paragraph 4. Any violation of the provisions of this Article shall be subject to the penalties set forth in Article 16, item (g), and Article 18 of these By-laws.

Article 11. The issuance of new shares, debentures convertible into shares or warrants placed by sale on a stock exchange, public subscription or share swap in tender offers for the acquisition of control under Articles 257 through 263 of Brazilian Corporate Law (Law No. 6.404/76) or, also, under a special tax incentive law, can take place without the shareholders being given a preemptive right in the subscription or with a reduction in the minimum period provided for in law to exercise it.

CHAPTER III

SHAREHOLDERS' MEETING

Article 12. The shareholders shall meet ordinarily within the first four months after the year closes to decide on the matters set forth under Article 132 of Brazilian Corporate Law (Law No. 6.404/1976), and, extraordinarily, whenever the interests of the Company so require.

Paragraph 1. The Shareholders' Meeting has the authority to decide on all acts related to the

Company, as well as to decide in the best interests of the Company.

Paragraph 2. The Annual Shareholders' Meeting and the Extraordinary Shareholders' Meeting can be called cumulatively and held at the same place, date and time, and recorded in a single set of minutes.

Paragraph 3. A Shareholders' Meeting shall be called by the Board of Directors on the decision of the majority of its members or, also, in the cases provided for in these By-laws and in the sole paragraph of Article 123 of Brazilian Corporate Law (Law No. 6.404/1976).

Paragraph 4. The documents pertinent to the matter to be decided on at the Shareholders' Meetings must be made available to the shareholders, at the headquarters of the Company, on the date of the publication of the first call notice, except in those cases in which the law or a regulation in effect requires that they be made available for a longer period.

Paragraph 5. The Shareholders' Meeting shall be held, on the first call, with the presence of shareholders representing at least 25% of the capital stock, except when the law requires a higher quorum; and, on the second call, with any number of shareholders.

Paragraph 6. A quorum to convene the Extraordinary Shareholders' Meeting on first call for the purpose of amending these By-laws shall require attendance by holders of record representing at least two-thirds (2/3) of the capital stock, provided the meeting may convene on second call with any number of attending shareholders.

Paragraph 7. Shareholders' Meetings shall be presided over by the Chair of the Board of Directors. In the absence of the Chair of the Board of Directors, a Shareholders' shall be presided over by the Vice Chair or, in their absence, by the Chair's appointee. The chair of the Shareholders' Meeting shall appoint one of the attendees to act as secretary.

Paragraph 8. It shall be the exclusive responsibility of the Chair of the Meeting, subject to the rules established in these By-laws, to make any decision regarding the number of votes of each shareholder, which decision may be immediately appealed to the same Shareholders' Meeting, in which decision the interested party shall not vote.